EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 

AMENDMENT TO BACKSTOP COMMITMENT AGREEMENT 

THIS AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT (this “Amendment”), is made and entered into as
December 28, 2016, by and among Peabody Energy Corporation, a Delaware corporation (the “Company”) on behalf of itself and each of its direct and indirect debtor subsidiaries (each a “Debtor” and,
collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company Group”) on the one hand, and each Noteholder Co-Proponent (as defined in the Backstop Commitment Agreement (as
defined below)) that is a Party hereto, on the other hand. The Company and each Noteholder Co-Proponent is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

 RECITALS: 

WHEREAS, the Company and the Commitment Parties have executed that certain Backstop Commitment Agreement, dated December 22, 2016
(the “Backstop Commitment Agreement”); and 
 WHEREAS, the Parties desire to amend certain provisions of the
Backstop Commitment Agreement pursuant to the terms hereof. 
 NOW, THEREFORE, in consideration of the forgoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 
 1.
AMENDMENT TO SECTION 1.1. Section 1.1 (Definitions) of the Backstop Commitment Agreement is hereby amended by substituting the definition of the term of Phase Two Party Outside Date with the
following: 
 “Phase Two Party Outside Date” means the date that is December 30, 2016 and by which the relevant
party has executed this Agreement or a Joinder Agreement. 
 2. AMENDMENT TO SECTION
2.3(a). Section 2.3(a) is struck in its entirety and replaced with the following: 
 (a) Additional Commitment Parties.
Holders of Allowed Second Lien Notes Claims and Allowed Class 5B Claims may, in their sole discretion, elect to participate in the rights and obligations set forth by this Agreement as an Additional Commitment Party (to the extent they meet the
qualifications set forth in the definition of such term) until the date that is twenty (20) Business Days following the Debtors’ filing of the PPA and BCA Approval Motion (the “Backstop Enrollment Outside Date”).
All holders of Eligible Backstop Claims electing to become Additional Commitment Parties must execute a joinder to this Agreement pursuant to an agreement in substantially the form attached as Exhibit B hereto or otherwise in form and
substance reasonably acceptable to the Company (a “Joinder Agreement”) and a joinder to the Plan Support Agreement. Any Additional Commitment Parties that become a Commitment Party pursuant to this Section 2.3(a)
by 5:00 p.m. New York City time on December 30, 2016 following the execution of this Agreement (excluding any Defaulting Commitment Party) is deemed to be a “Phase Two Commitment Party”. Each Phase Two
Commitment Party shall report its Phase Two Party Claim Amount, and each Additional Commitment Party shall report its Additional Commitment Party Claim Amount, to the Claims and Balloting Agent promptly after becoming a Phase Two Commitment Party or
Additional Commitment Party, as the case may be, but in no event later than the Backstop Enrollment Outside Date. 







 3. EFFECT ON THE BACKSTOP
COMMITMENT AGREEMENT. Except as expressly set forth in this Amendment, this Amendment shall not constitute an amendment or waiver of any other provisions of the Backstop Commitment Agreement. The
Backstop Commitment Agreement as specifically modified by this Amendment is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed. Each reference in the Backstop Commitment Agreement to “this
Agreement,” “herein”, “hereunder,” “hereof” or words of like import referring to the Backstop Commitment Agreement shall mean and be a reference to the Backstop Commitment Agreement as modified by this Amendment.

 4. DEFINED TERMS. Capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to them in the Backstop Commitment Agreement. 
 5. INCORPORATED
PROVISIONS. Section 10.2, Section 10.4, Section 10.5 and Section 10.6 of the Backstop Commitment Agreement are hereby incorporated by reference herein mutatis mutandis. 

[Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, and intending to be legally bound, the undersigned have executed this
Amendment as of the date first mentioned above. 
  

					
	PEABODY ENERGY CORPORATION	 	
			
	By:	 	 /s/ A. Verona Dorch
	 	
	Name:	 	A. Verona Dorch	 	
	Title:	 	Executive VP and Chief Legal Officer	 	


 [Signature Page to the Amendment to Backstop Commitment Agreement] 







 
			
	Contrarian Capital Fund I, L.P.
		
	By:	 	Contrarian Capital Management, L.L.C.
	Its:	 	Investment Manager
		
	By:	 	 /s/ Jon Bauer

		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	 Notice Information
  

411 West Putnam Avenue, Suite 425

Greenwich, CT 06830
  

Email address: jweisser@contrariancapital.com
  

Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	CCM Pension-A, L.L.C.
		
	By:	 	Contrarian Capital Management, L.L.C.
	Its:	 	Managing Member
		
	By:	 	 /s/ Jon Bauer

		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	 Notice Information
  

411 West Putnam Avenue, Suite 425

Greenwich, CT 06830
  

Email address: jweisser@contrariancapital.com
  

Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	CCM Pension-B, L.L.C.
		
	By:	 	Contrarian Capital Management, L.L.C.
	Its:	 	Managing Member
		
	By:	 	 /s/ Jon Bauer

		 	Name: Jon Bauer
		 	Title:   Managing Member
	
	 Notice Information
  

411 West Putnam Avenue, Suite 425

Greenwich, CT 06830
  

Email address: jweisser@contrariancapital.com
  

Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Dome du Gouter Master Fund, LP

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	            /s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Opportunity Fund, L.P.

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Capital Senior Secured, L.P.

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Capital Trade Claims, L.P.

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Advantage-B, LP

 
 By: Contrarian Capital Management, L.L.C.

Its:  General Partner

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian Emerging Markets, L.P.

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Contrarian EM SIF Master L.P.

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 Boston Patriot Summer St LLC

 
 By: Contrarian Capital Management, L.L.C.

Its:  Investment Manager

		
	 By:
	 	/s/ Jon Bauer
		 	 Name: Jon Bauer

		 	 Title:    Managing Member



 
	
	
	Notice Information
	
	 411 West Putnam Avenue, Suite 425

	 Greenwich, CT 06830

	
	 Email address: jweisser@contrariancapital.com

	
	 Attention to: Josh Weisser



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
					
	BlockHouse Master Fund LP
		
	By:	 	 /s/ Alfred J. Barbagallo

		 	Name:	 	Alfred J. Barbagallo
		 	Title:	 	Managing Director & General Counsel
	
	Notice Information
	
	 40 West 57th Street, 25th Floor

New York, NY 10019

	
	 Compliance@pointstate.com

	
	 Alfred J. Barabgallo



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
					
	Conflux Fund LP
		
	By:	 	 /s/ Alfred J. Barbagallo

		 	Name:	 	Alfred J. Barbagallo
		 	Title:	 	Managing Director & General Counsel
	
	Notice Information
	
	 40 West 57th Street, 25th Floor

New York, NY 10019

	
	 Compliance@pointstate.com

	
	 Alfred J. Barabgallo



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
					
	SteelMill Master Fund LP
		
	By:	 	 /s/ Alfred J. Barbagallo

		 	Name:	 	Alfred J. Barbagallo
		 	Title:	 	Managing Director & General Counsel
	
	Notice Information
	
	 40 West 57th Street, 25th Floor

New York, NY 10019

	
	 Compliance@pointstate.com

	
	 Alfred J. Barabgallo



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
					
	PointState Fund LP
		
	By:	 	 /s/ Alfred J. Barbagallo

		 	Name:	 	Alfred J. Barbagallo
		 	Title:	 	Managing Director & General Counsel
	
	Notice Information
	
	 40 West 57th Street, 25th Floor

New York, NY 10019

	
	 Compliance@pointstate.com

	
	 Alfred J. Barabgallo



 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	Panning Master Fund, LP
		
	By:	 	Panning Capital Management, LP
	Its:	 	Investment Manager
		
	By:	 	/s/ William Kelly
		 	 Name:  William Kelly

Title:    Authorized Signatory



 
			
	
	 Notice Information
  

510 Madison Avenue, 23rd Floor
 New York, NY 10022

 
 rayan@panning.com

 
 Attention to: Rayan Joshi



 Signature page to Amendment to Backstop Commitment Agreement 







 
			
	SOUTH DAKOTA INVESTMENT COUNCIL
		
	By:	 	 /s/ Matthew L. Clark

	 Name:  Matthew L. Clark

Title:  State Investment Officer



 
			
		
	Address:	  	 South Dakota Investment Council
 4009 West 49th Street, Suite 300
 Sioux Falls, SD 57106-3784

	Tel:	  	605-362-2820
	Email:	  	Laurie.Riss@state.sd.us
	Attn:	  	A. Laurie Riss


 [Signature page to Amendment to Backstop Commitment Agreement] 







     DISCOVERY CAPITAL MANAGEMENT, LLC 

 

			
		
	By:	 	 /s/ Adam Schreck

	 Name:  Adam Schreck

Title:  General Counsel



 
			
		
	Address:	  	 20 Marshall Street, Suite 310
 South Norwalk,
CT 06854

	Attn:	  	Adam Schreck
		  	aschreck@discap.com
	Tel:	  	(203) 956-7953


 [Signature page to Amendment to Backstop Commitment Agreement] 







 
			
	 BLUE TURTLE CAPITAL, LLC, a Delaware Limited

Liability Company

	
	By:   /s/ Elliot Greenberg                    
		 	         Name:  Elliot Greenberg

        Title:    Vice President

	
	 BLUE TURTLE CAPITAL LIMITED, a Cayman Islands

Limited Company

	
	By:   /s/ Elliot Greenberg                    
		 	 Name:  Elliot Greenberg

Title:    Vice President

	
	Notice Information
	
	 Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

	
	 Email: KEckstein@kramerlevin.com;

            SZide@kramerlevin.com

            ADove@kramerlevin.com

	
	 Attention:        Kenneth H. Eckstein, Esq.,

                        Stephen D.
Zide, Esq.,

                        and Andrew M.
Dove, Esq.



 [Signature Page to the Amendment to Backstop Commitment Agreement] 







 
			
	AURELIUS CAPITAL MASTER, LTD.
	 By: Aurelius Capital Management, LP, solely as

       investment manager and not in its individual capacity

	
	By:   /s/ Richard
Petrilli                                        
                
	     Name:  Richard Petrilli

    Title:    Chief Financial Officer

	
	ACP MASTER, LTD.
	 By: Aurelius Capital Management, LP, solely as

       investment manager and not in its individual capacity

	
	By: /s/ Richard
Petrilli                                    
	 Name:  Richard Petrilli

Title:    Chief Financial Officer

	
	Notice Information
	
	 Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

	
	 Email: KEckstein@kramerlevin.com;

            SZide@kramerlevin.com

            ADove@kramerlevin.com

	
	 Attention:        Kenneth H. Eckstein, Esq.,

                        Stephen D.
Zide, Esq.,

                        and Andrew M.
Dove, Esq.



 [Signature Page to the Amendment to Backstop Commitment Agreement]